Form 8-K/A Obsidian Therapeutics, For: Jul 31
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM
(Amendment No. 1)
CURRENT REPORT
Pursuant to Section 13 OR 15(d)
of The Securities Exchange Act of 1934
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Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
As previously disclosed in the Current Report on Form 8-K filed by Obsidian Therapeutics, Inc., with the Securities Exchange Commission (“SEC”) on August 3, 2026 (the “Original Filing”), on the Closing Date, Parent completed the previously announced Mergers pursuant to the Merger Agreement dated April 14, 2026, by and among Parent, Legacy Obsidian, Legacy Galera, Obsidian Merger Sub and Galera Merger Sub. This Current Report on Form 8-K/A (this “Amendment No. 1”) has been filed to amend and supplement the Original Filing and provide the financial statements described in Item 9.01 below, which were not previously filed with the Original Filing, and which are permitted to be filed by amendment no later than 71 calendar days after the date the Original Filing was required to be filed with the SEC. No other changes have been made to the Original Filing. This Amendment No. 1 should be read in conjunction with the Original Filing. Capitalized terms used herein that are not otherwise defined shall have the meanings set forth in the Original Filing.
Item 9.01. Financial Statements and Exhibits.
(a) Financial Statements of Businesses or Funds Acquired.
The audited financial statements of Obsidian Therapeutics Sub, Inc. for the years ended December 31, 2025 and 2024 and the related notes thereto are included in the information statement/prospectus which formed a part of the Registration Statement, and are incorporated herein by reference.
The unaudited condensed consolidated financial statements of Obsidian Therapeutics Sub, Inc., as of June 30, 2026, and for the six months ended June 30, 2026 and 2025 are filed as Exhibit 99.1 hereto and are incorporated herein by reference.
The unaudited management's discussion and analysis of financial condition and results of operations of Obsidian Therapeutics Sub, Inc., as of June 30, 2026 is filed as Exhibit 99.2 hereto and are incorporated herein by reference.
(b) Pro Forma Financial Information.
The unaudited pro forma condensed combined financial statements of Obsidian Therapeutics, Inc., as of and for the six months ended June 30, 2026, are filed as Exhibit 99.3 hereto and are incorporated herein by reference.
(c) Shell Company Transactions.
None.
(d) Exhibits.
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Description |
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Unaudited condensed consolidated financial statements of Obsidian Therapeutics Sub, Inc., as of June 30, 2026 and for the six months ended June 30, 2026 and 2025. |
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Unaudited Management's Discussion and Analysis of financial condition and results of operations of Obsidian Therapeutics Sub, Inc., as of June 30, 2026. |
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Unaudited pro forma condensed combined financial statements of Obsidian Therapeutics, Inc., as of and for the six months ended June 30, 2026. |
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Cover Page Interactive Data File (embedded within the Inline XBRL document). |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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OBSIDIAN THERAPEUTICS, INC. |
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Date: August 14, 2026 |
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By: |
/s/ Madan Jagasia |
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Name: |
Madan Jagasia |
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Title: |
Chief Executive Officer, Director |
ATTACHMENTS / EXHIBITS
XBRL TAXONOMY EXTENSION SCHEMA WITH EMBEDDED LINKBASES DOCUMENT
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